Knife River (KNF) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 22, 2025, will be held virtually, allowing all stockholders to participate regardless of location.

• Key voting items include election of three Class II directors, advisory vote on executive compensation, ratification of Deloitte & Touche LLP as auditor, and amendment to eliminate supermajority voting requirements.

• 2024 saw record financial results, with revenue of $2.9 billion (up 2%), net income of $201.7 million (up 10%), and Adjusted EBITDA of $463 million (up 7%).

• The Competitive EDGE strategy (EBITDA Margin Improvement, Discipline, Growth, Excellence) drove margin and profitability improvements.

Voting matters and shareholder proposals

• Board recommends voting FOR all proposals: director elections, executive compensation, auditor ratification, and elimination of supermajority voting.

• Amendment to the certificate of incorporation will reduce voting thresholds for key governance changes from two-thirds to a simple majority.

• Shareholder proposals and director nominations for 2026 must follow specified procedures and deadlines.

Board of directors and corporate governance

• Board consists of seven directors, with a plan to fully declassify by 2027; majority voting standard applies in uncontested elections.

• All directors except the CEO are independent; board diversity includes 43% female and 14% racially/ethnically diverse members.

• Board refreshment is ongoing, with annual self-evaluations and use of an independent search firm for new candidates.

• Proxy access allows groups holding 3%+ of shares for 3 years to nominate directors.

• No related party transactions by directors or executive officers in 2024; separation-related agreements with former parent MDU Resources disclosed.